END-USER LICENSE AGREEMENT
Effective as of January 19, 2024
This is a legal agreement between you (either as an individual or an entity, hereinafter referred to as “you” or “Customer”) and TLS Corp., an Ohio corporation doing business under the name “The Telos Alliance”, among others (referred to as “we” or “our”, “TLS” or the "Company”).  It governs the terms on which you may access the Company’s software and web-based products, including your use of any associated print or electronic media, materials and documentation (collectively, the “Products”).  It also summarizes how the Company will use your personal data, and provides information about how you can give, change, or revoke the Company’s right to use your personal data.  The details of the Company’s data use and protection policies are set forth in the Company’s privacy policy https://www.telosalliance.com/privacy (the “Privacy Policy”), the terms of which are incorporated into and made a part of this End-User License Agreement (including the Privacy Policy, the “Agreement”).
Purpose of this Agreement.  This Agreement governs your rights to access and use the Products.  You do not have the right to use the Products unless you find the terms of this Agreement acceptable, and have indicated your consent thereto.  By clicking the button presented for your consent to this Agreement, this Agreement becomes a binding contract between you and the Company.  Should you find the terms of this Agreement unacceptable, you may not use the Products.  
Your Personal Data and Privacy.  The Company intends and believes that its data policies comply with the provisions of the General Data Privacy Regulation (the “GDPR”), the California Consumer Privacy Act (the “CCPA”), the New York Stop Hacks and Improve Electronic Data Security Act (the “SHIELD Act”) and other applicable law governing the use and protection of personal data.
We gather certain information from you when you create your account with the Company (your “Account”), and may gather additional information from you if you purchase or license additional TLS products, or seek warranty or other services from the Company.  If your payment for your Product is paid on a subscription basis, the Company will also collect billing information from you.
Our Use of your Personal Data.  A brief summary of the Company’s use and protection policies with respect to your personal data is provided below, but you must consult the Privacy Policy for the details of these policies.  And though we have made every effort to ensure that the summary below is clear and accurate, in the event there is a conflict between the Privacy Policy and the summary set forth below, the terms set forth in the Privacy Policy will supersede this summary.
Briefly stated, the Company will use your personal data, including your name and contact information, as well as information about the Products you purchase or subscribe to use (including model, configuration, and serial number), the computer on which the Product is installed or from which the Product is accessed (the “Fingerprint Data”) and any other TLS products or services that you have acquired from us, to (i) provide support to you related to your Products, (ii) monitor your use of and control your access to the Products, (iii) manage your subscription to use the Products, (iv) notify you of updates and upgrades available for your Products, (v) provide marketing and promotional material to you related to your Products, (vi) provide marketing and promotional material to you about the Company’s other products, and (vii) provide general information to you about the Company and the industry that we believe will be of interest to you.  These uses (i)-(vii) above are below referred to as the “Allowed Uses.”
We will not (i) sell your personal data to any third party, (ii) make your personal data available to any other person unless that person is assisting the Company with an Allowed Use, and then only if such person has agreed with the Company to use the data provided only for the purposes permitted under this Agreement, and to protect such personal data in compliance with the provisions of the GDPR and other applicable law.
Changing How We May Use Your Personal Data.  Should you at any time wish to revoke your consent to our using your personal data for any of the Allowed Uses, you may do so by contacting our data protection officer at dpo@telosalliance.com.  Please allow us thirty days to process your request.  Unless you have asked to be completely forgotten, we will send to you a confirmation once we have completed your request.
Please note that, if you wish to continue to use the Products, certain of your personal data will need to retained by the Company to fulfill the tasks identified as Allowed Uses (i), (ii) and (iii).  If you wish to be completely forgotten, the Company will remove your personal data from its records, but your account will no longer function and, consequently, you will not be able to use any Product accessed through or relying on a connection with our website.
Effect of Your Accepting This Agreement.  BY ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ITS TERMS, INCLUDING (EXCEPT AS SET FORTH BELOW WITH RESPECT TO THE PRIVACY POLICY) AS SUCH TERMS MAY BE MODIFIED BY TLS IN ITS DISCRETION FROM TIME TO TIME.
THE PRIVACY POLICY IS PART OF THIS AGREEMENT, AND YOUR ACCEPTANCE OF THIS AGREEMENT THEREFORE WILL ALSO CONSTITUTE ACCEPTANCE OF THE PRIVACY POLICY.  YOUR CONSENT TO THE PRIVACY POLICY, AND TO THE USE OF YOUR PERSONAL DATA AS SET FORTH THEREIN, IS REQUIRED BEFORE YOU MAY ACCESS THE PRODUCTS.  UNLIKE THE OTHER TERMS OF THIS AGREEMENT, THE PRIVACY POLICY MAY NOT BE CHANGED BY TLS WITHOUT YOUR BEING NOTIFIED PRIOR TO THE EFFECTIVE DATE OF ANY SUCH CHANGE AND CONSENTING THERETO.  YOU MAY REVOKE YOUR CONSENT TO THE PRIVACY POLICY GENERALLY, OR TO ANY ALLOWED USE, AS SET FORTH ABOVE UNDER THE HEADING “CHANGING HOW WE MAY USE YOUR PERSONAL DATA”. 
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE THE PRODUCTS.
Your Rights to use the Products.  Your rights in and to use the Products are limited to those expressly granted to you in this Agreement, and TLS reserves all other rights.  All grants made to you are subject to your continued compliance with the terms of this Agreement.
1.	License Grant.  TLS hereby grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license for your internal purposes within your organization, to install, implement and use, or to access and use (as applicable), the Products on any single tangible or virtual computer in compliance with this Agreement.  You may authorize your employees and other personnel for whom you have paid a license fee for the use of the Products (“Authorized Users”) to use the Products pursuant to this Agreement, provided, however, that no Authorized User may be under the age of 16, and provided further that the Company is not obligated to allow an Authorized User to use the Account unless such Authorized User first has consented to the Privacy Policy governing the Company’s use of any personal data provided by the Authorized User to the Company.  You will be responsible for ensuring that your Authorized Users comply with this Agreement, and accountable if they do not.

2.	Documentation.  You may make copies of any documentation provided to you, provided that such copies shall be used only by you and your Authorized Users in association with the Products.

3.	Reservation of Rights. The Products are protected by copyright and other intellectual property laws, and contain trade secrets of TLS.  TLS retains title to and claims all copyright and other intellectual property rights in the Products.  Notwithstanding any statements to the contrary in any documentation or other materials, you are licensed to use the Products -- you do not own them. 

4.	Patches, Updates and Third Party Software. Any software made available to you by TLS that updates, corrects, enhances or supplements a Product is part of the Product for purposes of this Agreement. Any software provided along with a Product that is associated with a separate end-user license or other agreement from a person other than TLS is licensed to you under the terms of that separate agreement.

Fee and Access Control.  The Fee for use of the Products (the “Fee”) is as invoiced or set forth on the subscription page.  You will be responsible for (and will pay) any applicable local, state, federal, value added or similar taxes.  When you pay the Fee, whether directly to TLS or through one of our distributors, you will be provided with an activation code that you will need to use the Products. Your Fingerprint Data will be used to ensure that only Authorized Users have access to the Products, and may also be used in connection with providing Support Services (as defined under “”Support Services” below).
Termination. Without prejudice to any other rights, TLS may terminate this Agreement and the end-user license agreements between TLS and any of your Authorized Users if you or any of your Authorized Users fail to comply with any of its terms and conditions.  In such event, your license granted hereunder will terminate and you shall immediately cease using the Products in any way.  Termination of this Agreement shall be without prejudice to any other right or remedy to which TLS may be entitled under this Agreement or applicable law.  All of your confidentiality obligations and all limitations of liability and remedy, exclusions of damages and warranty disclaimers shall survive any termination of this Agreement.  In addition, the sections titled “Indemnity”, “Dispute Resolution” and “Miscellaneous” shall survive any such termination.
Restrictions on Use; Compliance with Law.   Neither you nor any of your Authorized Users shall: (i) allow any third party to use the Products or have access to all or any part of it; (ii) reverse engineer, decompile, or disassemble the Products, except and only to the extent that such activity is expressly permitted by applicable law; (iii) export or use the Products in violation of U.S. law, including Department of Commerce export administration regulations; (iv) remove any copyright or other proprietary notices contained in the Products; (v) use the Products in a manner which infringes or violates any intellectual property, proprietary, or other rights of any third party; or (vi) incorporate or permit to be incorporated into the Products or any systems of or used by TLS any virus, worm, Trojan horse, time bomb or other malicious code intended to harm or negatively affect the operation, integrity, control or security of computer programs, systems, environments or data.  You and your Authorized Users will comply in full with all laws and regulations applicable to your use of the Products.
WARRANTY DISCLAIMERS.  
1.	EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS”, “WITH ALL FAULTS”. TLS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO OR USE OF THE PRODUCTS.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT.   Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to you.

2.	In addition, TLS makes no representation or warranty that the Products will not infringe any third party’s rights.  If you discover or believe that any such infringement exists, you should notify TLS immediately. If TLS determines, in its sole discretion, that making, using or selling the Products would result in the infringement of any intellectual property or other proprietary right of a third party, TLS reserves the right to cancel this Agreement, without liability on the part of TLS.

Installable Product Limited Warranty. As further detailed in and subject to the warranty for the Product located in the warranty section of our website (link here), TLS warrants, for a period of ninety (90) days from the date you acquire any Product that is intended to be installed at and run from your worksite, that it will, if operated as directed in the documentation, perform substantially as described in such documentation. TLS’ sole liability for any breach of this warranty shall be, in TLS’ sole discretion: (i) to repair or replace such Product; or (ii) to advise you how to achieve substantially the same functionality with such Product as described in the documentation through a procedure different from that set forth in the documentation; or (iii) if the above remedies are impracticable, to refund the Fee you paid for such Product. Repaired, corrected, or replaced Product shall be covered by this limited warranty for the period remaining under the warranty that covered the original Product, or if longer, for thirty (30) days after the date (a) of delivery to you of the repaired or replaced Product, or (b) TLS advised you how to operate such Product so as to achieve substantially the same functionality described in the documentation.  We will not be responsible for any delay or other failure to perform resulting from acts beyond our reasonable control, such as acts of God, strikes, acts of war, epidemics, utility failures, or natural disasters.
Warranty Claims Process. We will not allow any claim for labor or expense resulting from the use of defective Product, nor be responsible for damage beyond our price of such defective Product.  Only if you inform TLS in writing of the problem with the Product during the applicable warranty period and provide evidence of the date of payment for a license to use the Product (or have registered the Product, included such information in such registration, and not revoked our right to use such information) will TLS be obligated to honor this warranty. If you make any modifications to the Product during the warranty period or if you violate the terms of this Agreement (including but not limited to the provisions set forth below the heading “Restrictions on Use; Compliance with Law”), then this warranty shall immediately terminate and you will have no right to recover any of your losses from TLS. Moreover, this warranty shall not apply if the Product is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Product was designed to be used as described in the documentation. If TLS and you are unable to reach mutually satisfactory resolution of any claim relating to the Product, you must institute legal action against TLS, if you wish to bring any such action at all, within one (1) year after such claim arises.  Thereafter, all such claims shall be barred notwithstanding any statutory period of limitations to the contrary.
LIABILITY CAP AND LIMITATION OF LIABILITY
1.	LIABILITY CAP.  IN THE EVENT OF A BREACH OF THIS AGREEMENT BY TLS, TLS AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE, AT OUR OPTION:  (A) RETURN OF THE FEES PAID (IF ANY) FOR THE PRODUCTS, OR (B) REPAIR OR REPLACEMENT OF THE PRODUCT; PROVIDED, HOWEVER, THAT YOU SHALL NOT BE ENTITLED TO THE FOREGOING REMEDY IF ANY ERROR OR PROBLEM WITH THE PRODUCT ARISES FROM ANY OF THE FOLLOWING: (I) THE VIOLATION OF THIS AGREEMENT BY YOU OR YOUR AUTHORIZED USERS; (II) ANY DAMAGE TO, OR ABUSE, MISUSE, OR ABNORMAL USE OF THE PRODUCT; (III) ANY ACTION OR INACTION TAKEN BY ANY UNAUTHORIZED PERSON YOU OR YOUR AUTHORIZED USERS INTENTIONALLY OR NEGLIGENTLY ALLOWED TO MAKE USE OF YOUR ACCOUNT OR THE PRODUCT; (IV) THE INTRODUCTION OF A VIRUS OR OTHER MALICIOUS CODE BY YOU OR ANY OF YOUR AUTHORIZED USERS, AFFILIATES, EMPLOYEES, AGENTS OR CONTRACTORS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL TLS’ TOTAL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL FEE YOU ACTUALLY PAID TO TLS FOR THE LICENSE TO USE THE PRODUCT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

2.	LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT AS REQUIRED BY APPLICABLE LAW, NEITHER TLS NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE, UNDER ANY CIRCUMSTANCES, LIABLE TO YOU, ANY OF YOUR AUTHORIZED USERS, OR ANY OTHER PERSON, FIRM OR ENTITY, UNDER ANY LEGAL OR EQUITABLE THEORY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES RESULTING FROM ACCESS TO OR USE OF THE PRODUCT, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES ARISING FROM (I) INFORMATION OR DATA OBTAINED FROM OR THROUGH THE PRODUCT, (II) RELIANCE BY ANY PERSON ON INFORMATION OR DATA OBTAINED FROM OR THROUGH THE PRODUCT, (III) VIRUS TRANSMISSION OR THE EFFECTS OF ANY SUCH VIRUS OR OTHER MALICIOUS CODE, (IV) LOSS OF DATA OR INFORMATION OF ANY KIND, (V) LOSS OF PROFIT, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (VI) LIABILITY FOR PERSONAL INJURY, OR (VII) LIABILITY TO THIRD PARTIES. 

Support Services. TLS or its suppliers and distributors may provide you with support services related to the Products (“Support Services”). Use of Support Services is governed by the policies and programs described in the documentation for the Product. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Product and subject to the terms and conditions of this Agreement. With respect to technical information you provide to TLS as part of the Support Services, TLS may use such information for its business purposes, including providing the Support Services, or for other product support and development.
Indemnity. 
1.	You will indemnify and hold harmless TLS, its affiliated companies, and all of their respective employees, agents, officers, directors, shareholders, representatives, successors and assigns (together the “TLS Parties”) from and against any loss, liability, cause of action, cost or expense (including reasonable attorneys’ fees) arising from, arising in connection with or related to:  (i) your material breach of this Agreement; (ii) the acts and omissions of you and your Authorized Users, employees, agents and representatives (your “Affiliated Parties”) in connection with access to and use of the Product; (iii) the violation, infringement or misappropriation by you or any of your Affiliated Parties, of the intellectual property, proprietary or other rights of any third party.   

2.	If any claim is made by a TLS Party (such party the “Indemnified Party”), against you or any of your Affiliated Parties, the Indemnified Party will provide notice of the claim and copies of all related documentation to you and you will assume control of the defense of such claim at your cost and expense.  You will not be relieved of your indemnification obligations due to an Indemnified Party’s untimely delivery of notice unless such delay results in, and then only to the extent of, actual prejudice to the rights of the Indemnifying Party. The Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in the investigation, trial and defense of such claim and any appeal.  In such case, you will reasonably and timely cooperate with the Indemnified Party’s attorneys. 

Notices.  Any notice required or allowed to be given under this Agreement shall be effective only if in writing and served by personal service or delivered by nationally-recognized private express courier or first class mail, if to TLS, at its then-current principal executive offices (currently 1241 Superior Avenue East, Cleveland, Ohio 44114), and if to you, at the address you have provided to the Company for delivery of our invoice for the Product (or at such different address as you may instruct us to use).  All notices or demands shall be fully prepaid and, if sent by first class mail, shall be sent by certified or registered mail, return receipt requested. All notices shall be deemed given upon the earlier to occur of (i) actual receipt by the recipient of such notice, and (ii) if the notice addresses for both parties are in the United States, three days after depositing such notices in the mail or with the private courier, and (iii) if the notice addresses for the parties are in different countries, seven days after depositing such notices with a private courier and 15 days after depositing them in first class mail.
Miscellaneous.  This Agreement will be governed, interpreted and enforced in accordance with the laws of the State of Ohio, without giving effect to conflict of laws provisions that would otherwise be applicable. This Agreement constitutes the complete understanding between you and TLS with respect to the Products, and replaces and supersedes all prior or contemporaneous oral or written communications. No provisions in either party’s purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement. A waiver of any provision of this Agreement shall only be effective if in a writing signed by the party against which the waiver is to be enforced.  This Agreement may not be assigned by you without the prior written consent of TLS.  This Agreement may be assigned by TLS, by operation of law or otherwise, without the consent or approval of you or any other person.
YOUR USE OF ANY PRODUCT CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT (AND THE PRIVACY POLICY INCORPORATED HEREIN), AND YOU EXPRESSLY ACKNOWLEDGE THAT THE COMPANY MAY RELY ON YOUR USE OF ITS PRODUCT(S) AS CONSTITUTING YOUR AGREEMENT TO ACT IN ACCORDANCE HEREWITH.